Welcome to the services and products provided by BetterManager Inc ("BetterManager", "us", "we", or "our"). This Coaching Services Agreement (“Agreement”) applies to the Coaching Services (defined below) that you purchase on BetterManager’s website hosted at bettermanager.us (including get.bettermanager.us) (collectively, the “Website”).
Before accessing, registering, and/or using the Coaching Services, please read this Agreement carefully because they constitute a legal agreement between BetterManager and you (“you” or “Client”), including the sections titled "DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY" which limit our liability to you.
Your access to and use of the Coaching Services is conditioned upon your acceptance of and compliance with this Agreement, and by accessing or using the Coaching Services you are entering into a legally binding contract with BetterManager. If you disagree with any part of this Agreement, then you do not have permission to access the Coaching Services and must immediately cease use of the Coaching Services.
1. Changes to this Agreement.
You acknowledge and agree that we may modify this Agreement at any time, in our sole discretion. We will notify you of any changes by posting the revised version of this Agreement to this webpage. You should revisit this Agreement on a regular basis so that you are aware of any changes made to this Agreement since your last visit. If you have purchased Coaching Services, the changes will become effective on the earlier to occur of (a) the complete delivery of the Coaching Services you previously purchased from us and (b) your purchase of additional Coaching Services from us. You agree that your use of the Coaching Services after the date on which any changes become effective will constitute your acceptance of such modifications.
2. Eligibility and your BetterManager Account.
To access or use the Coaching Services, you must be at least 18 years of age or older. In order to use the Coaching Services, you may be required to establish an account ("Account"). You agree to provide accurate and complete information when you register with, and as you use, the Coaching Services ("Account Information"), and you agree to keep your Account Information accurate, complete and current at all times. Don’t reveal your Account Information to anyone else. You are solely responsible for maintaining the confidentiality and security of your Account and for all activities that occur on or through your Account, and you agree to immediately notify BetterManager of any security breach of your Account. BetterManager will not be responsible for any losses arising out of the unauthorized use of your Account.
3. Overview of Services.
a. BetterManager offers packaged growth coaching services (“Coaching Services”) for the benefit of individuals in a workplace. Coaching Services may include, among other things: (1) access to BetterManager’s SaaS platform (“BetterManager Platform”), (2) scheduled appointments with a coaching professional (“Coach”), and/or (3) other products and services offered to you on the Website. Coaching Services packages generally include the following components: (i) an initial assessment of you utilizing BetterManager’s questionnaires and methodologies (“Assessment”), (ii) a specified number of scheduled discussions between you and an assigned Coach (“Sessions”), (iii) email or other follow up communications between you and your Coach (“Follow Through”), and (iv) if applicable, subscription-based access to management training, articles, and other management coaching content and tools via the BetterManager Platform (“BetterManager Content”).
b. Orders. You may purchase Coaching Services from our Website. Unless otherwise expressly stated at the time of purchase, Coaching Services are valid and must be used within one (1) year from the date of purchase, or otherwise expire.
c. Coaching Services. The manner and means by which BetterManager chooses to provide the Coaching Services shall be in BetterManager’ sole discretion and control, and BetterManager may subcontract the performance of the Coaching Services. BetterManager will not update its advice, recommendations or work product after the completion of Coaching Services.
d. Suspension of Coaching Services. BetterManager may limit, suspend, or terminate your participation in a Session or Assessment without refund or forgiveness of remaining payments if you are disruptive or difficult to work with, engage in unprofessional or illegal behavior, breach this Agreement or miss more than three scheduled Sessions without providing at least 24 hours advance notice. In addition, any failure to attend a scheduled session with less than 24 hours advance notice will count as a full session; 2 failures to attend scheduled sessions with less than 2 days notice, but more than 24 hours prior to the schedule session, will count as a full session.
e. Access to BetterManager Platform. If you purchase access to the BetterManager Platform, BetterManager hereby grants to you a non-sublicensable, non-transferable, non-exclusive right to access and use the BetterManager Platform, in accordance with this Agreement and any additional terms presented to you at the time of purchase, including the duration of your access to the BetterManager Platform (the “Subscription Term”). Use of the BetterManager Platform is provided solely for your professional use during the Subscription Term. Your right to use the BetterManager Platform may be suspended or revoked by BetterManager, in its reasonable discretion, if we believe it is being used for any other purpose.
f. Video Recordings. You hereby consent to BetterManager creating recordings (including, video recordings) of any and all Coaching Sessions (“Recordings”). You represent and warrant that no other consents or approvals are necessary for BetterManager to create, store and use the Recordings. We may use the Recordings to provide Coaching Services to you and to improve the Coaching Services. We will not use the Recordings for any other purpose unless done so on an anonymized and aggregated basis.
4. Customer Responsibilities.
a. Customer Information. BetterManager assumes no duty or obligation to independently investigate or verify the information you provide to us (“Customer Information”) and shall be entitled to rely upon the accuracy and completeness of such Customer Information. BetterManager is not liable to you for any deficiencies in the Coaching Services that result from Customer Information. BetterManager is not liable to you for any decisions that you may implement as a result of your participation in the Coaching Services.
b. Restrictions on Use. When using the Coaching Services, you agree to abide by common standards of etiquette and act in accordance with the law. For example and without limitation, you agree:
a. Fees. You agree to pay BetterManager the fees for all Coaching Services purchased from us. Except as set forth in this Agreement, all fees are non-refundable and non-cancelable.
b. Billing and Payment. You will be billed in advance, in full, for all Coaching Services purchased from us. Fees are quoted and payable in United States dollars. A valid payment method, including credit card, is required to process the payment for the Coaching Services you are purchasing. You shall provide BetterManager with accurate and complete billing information including full name, address, state, zip code, telephone number, and valid payment information. By submitting such payment information, you automatically authorize BetterManager to charge all fees incurred through your account to such payment method. BetterManager reserves the right to suspend or terminate any or all Coaching Services in the case of any late payment. BetterManager uses a third-party service provider to manage credit card processing, and your credit card information is transmitted directly to the third-party service. This third-party processing service is not permitted to store, retain, or use your billing information except as necessary to process your credit card information for current or future purchases through BetterManager. Your full credit card number is never transmitted to or viewed by anyone at BetterManager (however, we may be given and may print a portion of your credit card information on your receipt to let you know what credit card you used to make a purchase).
c. Taxes. All fees, charges and other amounts payable to us do not include any sales, use, excise, value added or other applicable taxes, tariffs or duties, payment of which shall be your sole responsibility.6. Termination.
Either you or BetterManager may terminate this Agreement at any time for your or its convenience by giving written notice to the other party not less than thirty (30) calendar days before the effective date of termination. In the event you terminate this Agreement for convenience, you are nonetheless responsible for the payment of all Coaching Services purchased prior to the effective date of termination.7. Intellectual Property Ownership.
As between you and BetterManager, BetterManager retains all right, title and interest in and to the Coaching Services, BetterManager Platform, BetterManager Content, BetterManager’s Confidential Information and all intellectual property rights embodied therein and related thereto (including, the rights to therein use, develop, provide, modify or license concepts, ideas, methods, methodologies, procedures, processes, know-how, techniques, models, templates and software scripts or tools, elements of style, design, art work and graphics, photography, video content and other digital or similar content comprising or embodied in any of the foregoing) (collectively, the “BetterManager Property”); and you shall acquire no rights or interest in the BetterManager Property, except for the limited use rights expressly provided in this Agreement.8. Disclaimer of Warranties and Limitation of Liability.
a. Warranty Disclaimer. Your use of the Coaching Services is at your sole risk. The Coaching Services are provided on an “as is” and “as available” basis. To the fullest extent permitted by applicable law, BetterManager hereby disclaims, with respect to the Coaching Services, the BetterManager Platform, and the BetterManager Content, all express and implied warranties of any kind, including without limitation, REPRESENTATIONS AND WARRANTIES REGARDING ACCURACY, TIMELINESS, RESULTS, COMPLETENESS, CURRENTNESS, RELIABILITY, STABILITY, READINESS, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND ANY REPRESENTATIONS OR WARRANTIES ARISING FROM USAGE OR CUSTOM OR TRADE OR BY OPERATION OF LAW. THERE MAY BE DELAYS, OMISSIONS ERRORS OR INACCURACIES IN THE SERVICES. BETTERMANAGER ASSUMES NO RESPONSIBILITY FOR THE CONSEQUENCES OF ANY ERRORS OR OMISSIONSb. Limitation of Liability. To the maximum extent permitted by applicable law, (i) BetterManager’s liability under this Agreement to you shall not exceed the amount of fees paid to BetterManager for the Coaching Services purchased in the prior twelve (12) months, and (ii) BetterManager shall not be liable to you for consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses, or losses (including, without limitation, lost profits and opportunity costs).9. Confidentiality.
a. Definition; Exclusions. “Confidential Information” means all non-public information, materials, documents, software, reports, records, forms and other items obtained by one party to this Agreement (the “Receiving Party”) from the other Party (the “Disclosing Party”) in connection with this Agreement. Notwithstanding the foregoing, Confidential Information does not include information which: (1) is already known to the Receiving Party at the time of disclosure by the Disclosing Party; (2) is or becomes publicly known through no wrongful act of the Receiving Party; (3) is independently developed by the Receiving Party without benefit of the Disclosing Party’s Confidential Information; or (4) is received by the Receiving Party from a third party without restriction and without a breach of an obligation of confidentiality.
b. Non-Disclosure. The Receiving Party shall use the same degree of care, and under no circumstances a reasonable degree of care, to protect the confidentiality of the Confidential Information. The Receiving Party shall not disclose to any person, firm or entity any Confidential Information of the Disclosing Party without the Disclosing Party’s express, prior written permission, except to the Receiving Party’s employees, contractors, agents and representatives, or those of its affiliates, parent, or subsidiaries, who have a need to know the information and who are bound by obligations of confidentiality. You agree that BetterManager may use aggregated and wholly de-identified Customer Information pertaining to your use of the BetterManager Platform, BetterManager Content, or Coaching Services, including in connection with thought leadership projects, for marketing purposes, and to provide, review and improve the delivery of Coaching Services. Under no circumstances will you be identified.
c. Mandatory Disclosure. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent that it is required or necessary to be disclosed pursuant to a statutory or regulatory provision or court or administrative order, to fulfill professional obligations and standards or to submit and process a legal or insurance claim. If the Receiving Party receives a subpoena or other validly issued administrative or judicial demand requiring it to disclose the Disclosing Party’s Confidential Information, the Receiving Party shall provide prompt written notice to the Disclosing Party of such demand in order to afford the Disclosing Party the opportunity to seek a protective order. So long as the Receiving Party gives notice as provided herein, the Receiving Party shall be entitled to comply with such demand to the extent required by law.10. Miscellaneous.
a. Entire Agreement. This Agreement (including any additional terms and conditions presented to you at the time of purchase), constitute the entire agreement between you and BetterManager with respect to the Coaching Services purchased hereunder, and supersedes all other oral and written representation, understandings or agreements relating thereto.
b. Notices. Any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be (i) delivered in person; (ii) sent by first-class registered mail, or air-mail, as appropriate; (iii) sent by overnight air courier, in each case delivery costs prepaid and properly posted to the appropriate address set forth herein; or (iv) delivered electronically via electronic mail.
c. Assignment. You may not assign or delegate any portion of this Agreement without BetterManager’s prior written consent. BetterManager may freely assign or delegate its obligations under this Agreement. This Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
d. Independent Contractor Relationship. It is understood and agreed that each of the parties hereto is an independent contractor and that neither party is or shall be considered an agent, distributor or representative of the other. Neither party shall act or represent itself, directly or by implication, as an agent of the other or in any manner assume or create any obligation on behalf of, or in the name of, the other.
e. Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws provisions. In the event that any term or provision of this Agreement shall be held to be invalid, void or unenforceable, then the remainder of this Agreement shall not be affected, and each such term and provision shall be valid and enforceable to the fullest extent permitted by law.
f. Alternative Dispute Resolution. In the event that a dispute arises between you and BetterManager which cannot be resolved by discussions, which the parties hereby agree will, except to the extent injunctive relief is needed, or if the claim pertains to breaches of confidentiality or intellectual property matters hereunder, be resolved through binding arbitration with JAMS. Binding arbitration will be conducted by a single arbitrator that the parties may agree upon. If the parties cannot agree, JAMS will designate an arbitrator. The arbitration shall be conducted in accordance with JAMS Streamlined Rules & Procedures. Judgment upon the award rendered by the arbitrator may be enforced in any court of competent jurisdiction. Unless and until the arbitrator decides that one party is to pay for all (or a share) of the arbitrators’ fees and expenses, both parties shall bear their own attorneys fees’ and shall share equally in the payment of the arbitrators’ fees as and when billed by the arbitrators. Notwithstanding the agreement to such procedures, either party may seek equitable relief to enforce its rights in any court of competent jurisdiction.
g. Survival. Any provision of this Agreement that by its very nature or context is intended to survive any termination, cancellation or expiration hereof, including but not limited to provisions concerning payment of outstanding amounts, disclosure of information, intellectual property ownership, indemnities and limitations of liabilities, shall so survive.
h. Waiver. The waiver of any breach or default shall not constitute a waiver of (i) any other right or remedy hereunder; or (ii) any subsequent breach or default. No waiver by either party of any right under this Agreement shall be valid unless waived in writing, and any such waiver shall not be construed as a waiver of any other right.11. Contact Us.
If you have any questions about this Agreement, please contact us at email@example.com